GENERAL TERMS AND CONDITIONS - BRACOPONE

SUBJECT MATTER AND SCOPE
Article 1
These General Terms and Conditions govern the rights and obligations of Bracopone d.o.o. (provider of services/goods) and its customers (service users or purchasers of goods), both business clients and consumers, when concluding and performing contracts for services (photography, video production, design and marketing) and contracts for the purchase of products in an online or physical store.
All contracts are entered into on the basis of an offer (e.g., a written or electronic offer) and accepted through payment of a deposit or full payment.
These General Terms and Conditions and the applicable service price list or product description form an integral part of each contract.
The General Terms and Conditions must be communicated to the purchaser before or at the time of concluding the contract.
In the event of a conflict between these General Terms and Conditions and separately agreed special terms, the special terms (such as signed contractual clauses) shall prevail.

Article 2
The Company engages in the provision of photography, videography, production, design, marketing, advertising, creative, consulting and other related services, as well as the sale of products through online shops, other electronic sales channels and physical retail locations, in accordance with its registered activities and applicable regulations.
The Company’s business also includes online media, internet portals and digital platforms, including tsgnews.co and noatte.com, through which editorial, informational, promotional, sponsored, advertising and other digital content may be published and related services provided.
These General Terms and Conditions apply to business relationships arising through the aforementioned websites, media and platforms to the extent that Bracopone is the contracting party, service provider or seller, unless separate terms have been published for an individual platform or otherwise stipulated in a written contract.

DEFINITIONS
Article 3
In this document:
•    Supplier/Contractor: Bracopone d.o.o., service provider and seller of products.
•    Purchaser/Service User: A party entering into a contract with the Supplier; this may be a business (legal entity or sole trader) or a consumer (a natural person purchasing outside their business activities).
•    Contract: A commercial agreement for the provision of services or sale of products, concluded through acceptance of an offer and/or receipt of payment.
•    Products/Goods and Services: Goods offered in a store (online or physical) and photography, filming, design, marketing and other creative services.
•    Deposit: An advance payment made before commencement of a service or delivery of goods (see Article 5).

OFFERS AND CONCLUSION OF CONTRACTS
Article 4
The Supplier’s offer may be in written or electronic form (e.g., email or document). A contract is concluded when the Purchaser expressly accepts the offer (by signature or electronic acceptance) or pays the agreed amount (deposit) pursuant to the offer.
The Supplier reserves the right to reject an offer that is incomplete or not made in due time.
Prices stated in an offer are valid until the indicated expiry date.
Any changes to an order or the agreed scope must be accepted by both parties in a written addendum.
In accordance with the Civil Obligations Act, if the payment obligation has been fully performed (more than 50% of the contracted work completed) before a formal amendment, the contract is considered concluded.
Note: When entering into a contract, it is recommended that the scope of the service and delivery deadlines be clearly defined. Since these are creative services and goods that are often standardised (standard-form contracts or product catalogues), the General Terms and Conditions must be visible to the purchaser before the final confirmation of an order.

Article 5
All official communications between the Company and the Client relating to enquiries, requests for quotations, quotations, pro forma invoices, acceptance of quotations, orders, contracts, order amendments, invoices, payments, objections, complaints, cancellations, terminations, refund requests and other matters connected with the business relationship shall be in writing, unless otherwise required by mandatory law.
Written communication includes email, signed documents and communication through the Company’s official electronic forms and systems that enable the content, sender and time of receipt to be recorded.
Orders for products and services shall not be received or confirmed by telephone calls, oral agreements, voice messages or other forms of communication that do not provide an adequate written record.
Telephone conversations and oral communications may be used exclusively for providing information and preliminary consultation. Such communication does not, in itself, constitute a valid order, acceptance of an offer or amendment to a contract.
An order placed through an online store is considered an order in electronic written form, provided that it is placed through the prescribed ordering procedure and confirmed in accordance with applicable regulations.
The Company shall provide quotations, pro forma invoices, invoices, order confirmations and other business documents in writing, in accordance with regulations governing electronic invoicing and invoice exchange.
This provision does not restrict consumers’ statutory rights to submit complaints, exercise contractual rights or use other communication channels where their availability is required by law.

Article 6
If, during the performance of an agreed Service, the Client requests additional services, changes, supplements or an extension of the previously agreed scope, Bracopone shall prepare and deliver a new or supplementary written quotation to the Client before commencing such additional work.
The quotation shall contain a description of the requested changes or additional services, an itemisation of the associated costs, payment terms and, where necessary, revised or extended performance deadlines.
Additional services and changes shall be considered agreed only once the Client has accepted the relevant quotation in writing, by handwritten signature or qualified electronic signature, and has made the agreed payment or advance payment, if required by the quotation.
Until these conditions are met, Bracopone is under no obligation to commence or continue the provision of additional services or changes.
If the requested changes affect the ability to continue an already contracted Service, Bracopone may, upon prior written notice to the Client, temporarily suspend performance of the affected part of the Service until the new terms are accepted, with a corresponding adjustment of deadlines.
Bracopone shall not be liable for delays or consequences of suspension directly caused by the Client’s failure to fulfil the foregoing obligations, except where liability cannot be excluded under applicable law.
This procedure ensures transparency of additional costs, clear definition of contractual obligations, documentation of all changes and protection of the rights and interests of both contracting parties.

PRICES AND PAYMENT
Article 7
Prices for services and products are stated in the quotation, online shop and on the Company’s websites.
The Supplier shall issue an invoice in accordance with VAT and accounting legislation. Before work begins, the Purchaser shall pay a deposit of at least 50% for photography/videography services and 20% for other services (design, marketing).
For purchases of products in a store, the Purchaser shall pay the full price before collecting the product, unless otherwise agreed.
Under the rules governing online sales, the Purchaser must be informed of the full price, including all taxes and charges, payment methods, delivery costs, and cancellation and return conditions.
Note: Information on payment and deposit terms must expressly be provided before the contract is concluded. As a general rule in the EU and UK, the purchaser is also informed of penalties for non-payment or termination (e.g., retention of part of the deposit). In Islamic jurisdictions, a deposit may be charged but must not be treated as interest income (it must remain “interest-free”).

Article 8
Prices for Services are determined individually according to the Client’s needs and requirements, scope of work, project complexity, resources required, duration of the engagement, performance deadlines, location, production costs and other circumstances relevant to the performance of the Service.
Prices for products and standardised services may be determined by the Company’s current price list.
On the Company’s websites, prices intended for business customers (B2B) may be displayed excluding VAT, provided that this is clearly and unambiguously indicated and the applicable tax treatment is stated.
Where products or services are offered to consumers (B2C), the Company shall clearly display the total selling price inclusive of VAT and any other applicable mandatory charges, in accordance with the regulations in force. Any additional delivery costs or other fees shall be displayed before an order is confirmed.
In quotations and pro forma invoices, the Company shall clearly state the taxable amount, applicable VAT and total amount payable, or include an appropriate note where VAT is not charged or a special tax procedure applies.
VAT shall be stated and calculated on invoices in accordance with applicable tax regulations. The total amount payable under an invoice, quotation or pro forma invoice includes applicable VAT, except where a lawful exemption, reverse charge or other special tax procedure applies to the transaction.
Bracopone reserves the right to change its price lists and prices at any time without prior individual notice to Clients, with such changes applying to future quotations and orders.
A change to the price list shall not affect the price of an already accepted quotation or concluded contract, unless the possibility and method of a price change have been expressly, clearly and lawfully agreed.

Article 9
All enquiries concerning prices of products and services, as well as the related quotations, shall be processed and delivered in writing.
The same rule applies to the issuance of invoices, their corrections, credit notes and all other documents connected with the business relationship.
Written documentation ensures business transparency, clarity of agreed terms, traceability of business activities and a reliable record of communications between the parties.
It also enables relevant facts, rights and obligations of the contracting parties to be evidenced in the event of a misunderstanding, complaint or potential dispute.
Documentation may be prepared, delivered and retained in paper or electronic form, in accordance with applicable legal regulations.

PERFORMANCE DEADLINES AND CONDITIONS
Article 10
The Supplier shall deliver the goods or complete the service within the period agreed in the contract.
Unless otherwise specified, the contractual delivery/service period begins on the date the deposit is received.
The delivery period may be extended due to order processing, creation of materials or circumstances beyond the parties’ control (e.g., delays by partners or customs).
The Purchaser must provide access and cooperate (for example, supply necessary information or approvals) to enable timely delivery.
Transport (delivery) costs for goods shall be borne by the Purchaser unless otherwise agreed.
Note: The Supplier may engage subcontractors (photographers, editors, designers) for individual parts of the service. The terms of engagement with subcontractors do not change the Supplier’s liability to the Purchaser; the Supplier must continue to supervise the work and ensure fulfilment of its obligations.

Article 11
The Client undertakes to pay the agreed price or agreed advance payment for the Service no later than fourteen (14) calendar days before commencement of the Service or the agreed event, unless otherwise stipulated in the contract, accepted quotation or another written agreement between the Company and the Client.
For photography and video production services, the Company may require an advance payment of at least 50% of the agreed price, and for design, marketing and other services an advance payment of at least 20% of the agreed price, unless otherwise agreed in writing.
If the contract is concluded fewer than fourteen (14) days before commencement of the Service or the event, the agreed amount or advance payment becomes due within the period stated in the quotation, pro forma invoice or contract, and may also fall due immediately upon acceptance of the quotation.
Payment may be made using a standard payment slip, internet banking, mobile banking or another method expressly specified in the quotation, pro forma invoice, invoice or contract.
The Company is not obliged to commence performance of the Service before receiving the agreed advance payment or other payment due, unless otherwise agreed in writing or required by mandatory law.
In the event of late payment, the Company may, subject to contractual obligations and applicable regulations, postpone commencement of the Service and notify the Client in writing of a new date and the potential consequences of the delay.
In the event of delay, the Client owes statutory default interest (Article 29 of the Civil Obligations Act)—for commercial relationships this is the reference rate plus 8 percentage points. Bracopone shall notify the Client of this in advance. The parties may also agree on a different interest rate, provided that such a provision is not unlawful. This interest serves as compensation for late payment and is customary in business practice.
Payment of an advance does not, in itself, exclude a consumer’s statutory right to unilaterally terminate the contract, obtain a refund or exercise other rights under applicable law.

RIGHT OF WITHDRAWAL (CANCELLATION)
Article 12
B2C (Consumers): A consumer who has entered into a contract has the statutory right to withdraw from it without giving reasons within 14 days of delivery of the goods or conclusion of the service contract.
Cancellation must be communicated in writing before the deadline expires.
The Supplier shall refund all amounts paid (except delivery costs, if incurred) as soon as possible and no later than 14 days after receipt of the withdrawal notice.
If the service (or part of it) has already commenced after conclusion of the contract and the consumer has given consent (e.g., a photography session that has begun),
the Supplier may charge a proportionate amount for the work performed and refund the balance.
Note: It is important to note that, although the deposit policy provides for a refund of only 50% upon cancellation, statutory consumer protection generally requires a full refund except for justified costs of work already performed. The Supplier should therefore ensure that, in the event of withdrawal, the deposit covers work performed or resources reserved.
B2B (Businesses): Contracts with business entities are not subject to consumer rights. Withdrawal or termination is governed exclusively by contractual provisions or the Civil Obligations Act. The Supplier may retain up to 50% of the amount paid as compensation for costs incurred if the Client cancels (such as reserving a photographer’s time or preparing a project). Depending on the stage of completion at termination, it is reasonable to endeavour to refund the remainder of the deposit.
Type of service/goods    Minimum deposit    Refund upon cancellation by the client
Photography/video production    50%    Up to 50% (the remaining part of the deposit is returned to the purchaser)
Other services (design, marketing)    20%    Up to 50% (the remainder covers costs and work)
Sale of goods (online/physical)    Full payment    B2C: 100% within 14 days (subject to return costs); B2B: as agreed
Note: Under EU rules, consumers are entitled to a full refund when withdrawing without a specific reason. Any reference to a “50% refund” may be interpreted as restricting that right, which would be unfair under Directive 2011/83/EU. It is therefore essential that such deposit rules be clearly stated and, where applicable, applied only after the purchaser withdraws on their own initiative outside the withdrawal period.

COMPLAINTS AND WARRANTIES FOR GOODS AND SERVICES
Article 13
Warranty (goods): Consumers benefit from a statutory warranty for conformity of goods of at least 2 years. If a product is defective or does not conform to the contract, the Purchaser may request a free repair or replacement. If this is not possible within a reasonable time, the Purchaser is entitled to a partial or full refund of the amount paid for the product. Used products purchased from a trader also carry a minimum one-year warranty (a shorter period may be agreed, but not less than one year). For consumers, the invoice issuer is required to resolve a complaint within 15 days under the Civil Obligations Act or Consumer Protection Act. Return costs for defective goods are borne by the Supplier.
B2B: Under the general Civil Obligations Act, consumer warranties do not apply. Contractual warranties are agreed through separate clauses. Complaints are handled in accordance with the contract (e.g., a period of several months for reporting defects). A contract may exclude warranties for wear and tear of services or products (except in cases of intent or gross negligence).
Complaints procedure: The Purchaser submits a complaint in writing (e.g., by email), describing the defect and attaching evidence (photographs, invoice). The Supplier responds within 15 days, offering repair, replacement or a refund. If the Supplier fails to act within the deadline, the complaint is deemed justified and the Purchaser may terminate the contract and seek a full refund of the amount paid.
Note: For consumers, the Terms must state that warranties and complaints are governed by law (a two-year warranty period), without restricting those rights. For business clients, a shorter warranty period (e.g., one year) may be expressly stated if clearly agreed in the contract.

Article 14
Products and services cannot be ordered solely by telephone call, SMS message, social media or other informal communication channels.
An order is considered validly placed only upon acceptance of the relevant written quotation or conclusion of a contract, provided that the document is signed by hand or with a qualified electronic signature.
Communication by telephone, SMS, social media and similar channels may be used solely to provide information, exchange enquiries and arrange details; it does not in itself constitute a valid order or a basis for establishing a contractual relationship.

COPYRIGHT AND LICENCES
Article 15
All materials created by the Supplier in performing a service (photographs, videos, designs) are considered copyright works, the author of which (under copyright law) remains the Supplier.
The Supplier grants the Purchaser a non-exclusive licence to use these works for the purpose and to the extent agreed in the contract (e.g., online publication, advertisements, printed materials).
The Purchaser may not copy, modify, sell or transfer the works to third parties without permission.
The Supplier reserves the right to use unsold or nearly completed works in its portfolio, marketing and on its website, unless otherwise agreed.
If the Purchaser has special requirements regarding exclusivity or transfer of copyright (e.g., full assignment to the Purchaser), these must be separately agreed and may involve additional fees.
Note: It is recommended that the Terms clearly state the legal framework: the service provider remains the author, and the Purchaser receives a licence to use the work. This avoids ambiguity concerning the portfolio. EU legislation (DABAR) and the Croatian Copyright Act protect authors, so it is important to emphasise that use is based on a licence rather than a transfer of rights.

PERSONAL DATA PROTECTION (GDPR)
Article 16
The Supplier collects and processes the Client’s personal data for the purpose of concluding contracts, performing services/sales and fulfilling legal obligations (e.g., issuing invoices).
In accordance with the General Data Protection Regulation (GDPR), personal data (name, address, email, OIB) are stored securely, used only for contractual purposes and not shared with third parties except as necessary to perform the service (e.g., a delivery service or subcontractor) or on a legal basis.
The Client has the right to access, rectify and erase their data.
Details of personal data processing are set out in the separate Privacy Policy, which forms an integral part of these Terms.
Note: The GDPR has applied directly in all EU countries (as well as Norway, Iceland and Liechtenstein) since May 2018. Following Brexit, a similar framework (UK GDPR) remains in force in the UK; therefore, regardless of where clients are located, the principles of transparency and security in collecting personal data must be respected. GDPR breaches may result in substantial fines, so a legal review of the Privacy Policy is recommended.

Article 17
Bracopone undertakes to implement appropriate technical and organisational data protection measures (encryption, passwords, backups, etc.). The processing of “internal” data will also be clarified: for example, trade secrets (financial statements, strategies, client lists) are considered confidential.
Such information is not covered by processing under the Privacy Policy (it does not concern VAT or clients’ bank accounts), but its accidental disclosure may cause damage to the Company.
The Civil Obligations Act recognises business secrets and other rights within the concept of personality rights. The Policy therefore adds a provision that all information marked “confidential” shall be protected and not disclosed to third parties.
The Controller (Bracopone) maintains records of processing under Article 30 of the GDPR and, where necessary, appoints a Data Protection Officer (if the threshold relating to employee numbers or processing is exceeded). Details of all processing activities (purpose, data categories, recipients, retention period) shall be recorded and archived.
Data shall not be retained longer than necessary:
•    Contract information and invoices shall be retained for 11 years (the statutory accounting records retention period).
•    Contact and marketing data shall be retained for the duration of the client relationship (or while there is a legitimate interest in monitoring services) and deleted when no longer needed or when the user requests erasure.

LIMITATION OF LIABILITY
Article 18
The Supplier shall not be liable for delays or failure to fulfil obligations caused by circumstances beyond its reasonable control (force majeure, e.g., disaster, war, transport blockade or pandemic).
In all cases, the Supplier’s maximum aggregate liability is limited to the amount charged for the specific services/products under the contract.
The Purchaser’s rights under special regulations (e.g., consumer rights and liability for personal injury) are not affected by these liability provisions.
The Supplier is not liable for consequences arising from improper use of products or causes beyond the Supplier’s control (such as the Purchaser’s hardware failures, wear and tear, etc.).
Note: Contracts with business purchasers often contain clauses completely disclaiming liability (except for intent and gross negligence), whereas such disclaimers are not permitted for consumers under the Consumer Protection Act. It should always be stated that the limitation does not apply to the obligation to act in good faith or to liability for manufacturing defects.

DISPUTE RESOLUTION AND JURISDICTION
Article 19
The parties shall endeavour to resolve all disputes arising from this contract amicably.
If a dispute cannot be settled amicably, the competent court shall be the court at the Supplier’s registered office (Zagreb).
For B2C contracts, alternative consumer dispute resolution (ADR) mechanisms and the European Commission’s online dispute resolution (ODR) platform also apply. Croatian law is the applicable law.
For transactions with purchasers outside the Republic of Croatia (UK, Switzerland, Norway), the applicable law and competent court may be agreed in accordance with private international law and the customs of the client’s country of establishment.
Note: EU directives require consumers to be informed of the option of choosing arbitration or of national ADR bodies (such as the Croatian Chamber of Trades and Crafts). The Supplier may offer the Purchaser dispute resolution with respect to jurisdiction as well (e.g., the EU ODR platform). In practice, a provision often states that the law of the Supplier’s country applies, while the consumer always retains the minimum protection afforded by the laws of their home country.

AMENDMENTS AND PUBLICATION OF TERMS
Article 20
The Supplier reserves the right to amend these General Terms and Conditions.
Each amendment takes effect 15 days after publication on the website or public notice in the store.
By continuing the business relationship after publication of amendments, the Purchaser is deemed to have accepted the new Terms.
The Purchaser may express dissatisfaction with the new Terms by terminating the contract, subject to the cancellation provisions of Article 6.
Any separate contract may contain stricter terms than these (e.g., smaller refunds), provided that they do not conflict with the law.

Note: The Civil Obligations Act requires general terms to be published in the customary manner. In practice, this means including them in the contract, publishing them online and displaying them on noticeboards. Each publication must allow the text to be permanently downloaded or archived (e.g., as a PDF).